UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September~~May 246, ~~2025~~2026 (May 5, 2026)

AVALON HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio		1-14105		34-1863889
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One American Way, Warren, Ohio 44484

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (330) 856-8800

(Former name and address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	AWX	NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

OnThe ~~September 24, 2025~~ Avalon Holdings Corporation ~~and~~Annual ~~certain~~Meeting wholly-owned subsidiaries entered into a Change in Terms Agreement with Wesbanco Bank, Inc. (formerly known as Premier Bank) (the “Lender”) which amended its existing Business Loan and Promissory Note Agreements (collectively the “Line of ~~Credit~~Stockholders ~~Agreement”)~~was ~~dated~~held ~~September~~on ~~23,~~May ~~2024. The Change in Terms Agreement extends the maturity date of the Line of Credit Agreement from July 31~~5, 2026 ~~to July 31, 2027~~. ~~At September 24, 2025, $3,200,000 was drawn under the Line of Credit Agreement.~~

The ~~forgoing~~matters ~~description~~presented offor ~~the~~a ~~Change~~vote ~~in Terms Agreement does not purport to be complete~~ and ~~is qualified in its entirety by reference to~~ the ~~full~~related ~~text~~results ofare ~~the Change in Terms Agreement, which is filed with this report~~ as ~~Exhibit 10.1 and is incorporated herein by reference.~~follows:

~~The~~1. ~~other~~ELECTION ~~material~~OF terms of the Line of Credit Agreement, dated September 23, 2024 with the Lender are described in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on September 24, 2024 of which are incorporated herein by reference.DIRECTORS

~~ITEM~~The ~~9.01~~following ~~Financial~~directors ~~Statements~~were ~~and~~elected ~~Exhibits~~by the holders of Class B Common Stock:

10.1 Change in Terms Agreement, dated as of September 24, 2025 between Avalon Holdings Corporation and certain wholly-owned subsidiaries, as borrowers, and Wesbanco Bank, Inc., as lender.

Name	Votes For	Votes Withheld	Abstentions	Broker Non-votes

Ronald E. Klingle	6,115,350	-0-	-0-	-0-
Michael J. Havalo	6,115,350	-0-	-0-	-0-
Christine M. Bell	6,115,350	-0-	-0-	-0-

~~104 Cover~~The ~~Page~~following ~~Interactive~~directors ~~Data~~were ~~File~~elected ~~(embedded~~by ~~within~~the holders of the ~~Inline~~Class ~~XBRL~~A ~~document)~~Common Stock:

SIGNATURES

Name	Votes For	Votes Withheld	Abstentions	Broker Non-votes

Kurtis D. Gramley	210,320	716,376	-0-	2,348,818
Stephen L. Gordon	193,767	732,929	-0-	2,348,818

~~Pursuant~~2. toADVISORY ~~the~~VOTE ~~requirements~~ON ofTHE ~~the~~COMPENSATION ~~Securities~~OF ~~Exchange~~THE ~~Act~~COMPANY’S ofNAMED ~~1934,~~EXECUTIVE ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~OFFICERS

	AVALON HOLDINGS CORPORATION
Votes For		Votes Against	Abstentions	Broker Non-votes
		(Registrant)
6,368,993		654,966	18,089	2,348,818
DATED: September 24, 2025	By:	/s/ Michael J. Havalo
		Michael J. Havalo
		Chief Financial Officer and Treasurer

Pursuant to the foregoing votes, the Executive Compensation of the Named Executive Officers of Avalon Holdings Corporation was approved in the non-binding vote.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 6, 2026

	Avalon Holdings Corporation


	By:	/s/ Michael J. Havalo
		Michael J. Havalo
		Chief Financial Officer

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